Prospectus
Prospectus
(hereinafter referred to as the “Prospectus”) 8 July 2020
relating to the offer of Investor Shares in Sub-Funds, each being a segregated patrimony, in
DOMINION GLOBAL TRENDS SICAV p.l.c.
(hereinafter referred to as the “Company”)
A self managed open-ended collective investment scheme organised as a multi-fund public limited liability company with variable share capital registered under the laws of Malta and licensed by the Malta Financial Services Authority in terms of the Investment Services Act (Chapter 370, Laws of Malta). The Company qualifies as a self managed ‘Maltese UCITS’ in terms of the Investment Services Act (Marketing of UCITS) Regulations (S.L. 370.18, Laws of Malta).
Dominion Fund Management Limited.
(the “Investment Manager”)
Swissquote Financial Services (Malta) Limited
(the “Custodian”)
Louvre Fund Services Limited
(the “Administrator”)
The Directors of Dominion Global Trends SICAV p.l.c. whose names appear on page 24 of this Prospectus accept responsibility for the information contained herein. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly.
IMPORTANT NOTICE
Contents
Contents 2
Important Information 3
Structure of this Document 4
Interpretation 5
Principal Features 11
Investment Objectives, Policies and Restrictions 14
The Investment Manager 19
The Custodian 20
The Administrator 22
Conflicts of Interest 23
Directors and Officers of the Company 24
Risk Factors 26
Description of the Company 29
Prevention of Money Laundering and Data Protection 32 Purchase, Exchange and Transfer of Shares 35
Redemption of Shares 39
Fees, Compensation and Expenses 42
Taxation 44 Indemnities 50
Net Asset Value Calculation 51
Important Information
Sole Basis of Offer
The Investor Shares are offered solely on the basis of the information and representations contained in this Prospectus and the Offering Supplement relating to a particular Sub-Fund which should accompany it. A Key Investor Information Document (“KIID”)
will be provided free of charge to any prospective investor, however, prospective investors are cautioned that the Prospectus and any Offering Supplement should also be read in their entirety before making an application to acquire Investor Shares. Investors or prospective investors should rely on the latest published version of the Prospectus and any Offering Supplement, a copy of which may be obtained free of charge upon request from the Administrator, from the Investment Manager or from the website www.dominion-funds.com.
If you are in any doubt about the contents of this Prospectus and the relevant Offering Supplement, you should consult an independent investment advisor.
No persons have been authorised by the Company, its Directors or the Investment Manager to make any representations or issue any advertisement or to give any information in connection with the offering or sale of Investor Shares other than those contained in this Prospectus, the Offering Supplements and any KIID. Consequently if any further information is given or representations are made, they may not be relied upon as having been authorised by the Company, its Directors or the Investment Manager. Any purchase or subscription made by any person on the basis of information or representations not contained in or inconsistent with the information or representations contained in the Prospectus, the Offering Supplements and any KIID shall be solely at the risk of the investor.
Neither the delivery of this Prospectus, any Offering Supplement and any KIID nor the offer, issue or sale of Investor Shares shall constitute a representation that the information given in this Prospectus, any Offering Supplement and any KIID is correct as of any time subsequent to the date hereof. The Prospectus, any Offering Supplement and any KIID may be amended from time to time.
Licensing Status and MFSA Disclaimer
The Company is organised under the laws of Malta as a multi-fund public limited liability company with variable share capital (SICAV) pursuant to the Companies Act. The Company may issue several Classes of Investor Shares which may, alone or jointly with other Classes of Investor Shares, constitute Sub-Funds. The Company and its Sub-Funds are authorised in terms of the Investment Services Act (Cap. 370, Laws of Malta) as an open-ended collective investment scheme qualifying as a self managed Maltese UCITS, and licensed and regulated by the MFSA.
Authorisation of the Company and its Sub-Funds by the MFSA does not constitute a warranty by the MFSA as to the performance of the Company and its Sub-Funds and the MFSA shall not be liable for the performance or default of the Company and its Sub-Funds.
No Application to List Shares on any Stock Exchange
No application has been made for a listing on any stock exchange for any of the Investor Shares of the Company or for the grant of permission for any Investor Shares in the Company to be traded on any other exchange.
Information Available to Investors
A copy of the Prospectus, including any Offering Supplements, and any KIID can be obtained from the Administrator, the Investment Manager or from the website www.dominion-funds.com.
The Company and its Sub-Funds are constituted under the Companies Act, consequently the rules relating to the Company and its Sub-Funds as well as the rights of holders of Shares are set out in detail in the Memorandum and Articles. The Company’s latest Memorandum and Articles and the other documents listed on page 54 are available for inspection by prospective investors during ordinary office hours at the registered office of the Company. Please refer to the Directory on page 57 for relevant office addresses. A copy of this Prospectus, together with any Offering Supplements thereto have been lodged with the Registrar of Companies in accordance with the ISA and the Companies Act and are therefore also available for inspection at the Registry of Companies, Malta, together with the Memorandum and Articles.
Distribution outside Malta
Important Information
(Continued)
Restricted Offer
This Prospectus, any Offering Supplement in respect of a Sub-Fund and any KIID do not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus, any Offering Supplement, any KIID and the offering of Investor Shares in certain jurisdictions is restricted. Persons to whose attention this Prospectus may come are required to inform themselves about, and to observe, such restrictions.
Prospective investors should inform themselves as to: (a) the legal requirements within their own jurisdictions for the purchase, holding or disposal of Investor Shares; (b) any foreign exchange restrictions which may affect them; and (c) the income and other tax consequences which may apply in their own jurisdictions relevant to the purchase, holding or disposal of Investor Shares. The Directors may from time to time declare categories of persons who do not qualify under applicable laws to purchase Investor Shares. This Prospectus, any Offering Supplement and any KIID may be translated into other languages and any such translation shall contain the same information and shall make the same statements as are included in the English version of the relative source documents. To the extent that there is any inconsistency between the English versions and the versions translated into any other language, then the English versions shall prevail except to the extent required by the laws of any jurisdiction where the Investor Shares are being offered.
Investment Risk
Investment in any Sub-Fund carries risks normally attributable to investment in collective investment schemes of this type. Investors and potential investors in the Company and its Sub-Funds are invited to obtain individual professional advice where appropriate so as to be fully aware of how they may be affected financially by such risks. Investors should also inform themselves of, and consider carefully, the tax implications of investing in the Company and its Sub-Funds, of any laws, rules or regulations or conditions which could affect (by virtue, for instance, of the investor’s domicile, residence or nationality) the investment return on these funds, and the right to acquire, own or dispose of an investment in the Company. There can be no assurance that the Company’s or its Sub-Fund’s investment objectives will be achieved and investment results may vary substantially over time. Prospective investors should be aware that the value of investments, as reflected in the Subscription Price and Redemption Price, can go down as well as up and the attention of investors is drawn to the Section entitled “Risk Factors”. Prospective investors should carefully consider whether an investment in Investor Shares is suitable for them in the light of their circumstances and financial resources. Further, the difference at any one time between the Subscription Price and Redemption Price of Shares due to applicable charges (if any) means that an investment in the Company should be viewed as medium to long-term.
Right to Refuse Any Subscription Application
The Company may reject a Subscription Application for any reason and is not obliged to disclose the reason, or reasons, for so rejecting such Subscription Application.
Applicable Law
This Prospectus, the Offering Supplements, any KIID and any statements made therein are based on and subject to Maltese law.
Structure of this document
Due to the structure of the Company and the fact that several Classes of Investor Shares in the Sub-Funds may be offered, the Company has issued this Prospectus which includes general information in connection with the Company and several Offering Supplements, one for each Sub-Fund. The Company has issued and will issue one or more KIIDs in relation to each Sub-Fund.
The Prospectus covers all the matters which are generally relevant and/or common to the Sub-Funds. The Offering Supplements contain specific information directly related to a Sub-Fund and the Classes of Investor Shares constituting that Sub-Fund. Each Offering Supplement forms an integral part of this Prospectus. Each KIID will provide a summary of the essential characteristics of the Sub-Fund and any Classes forming the subject of such KIID and the relevant parts of this Prospectus.
In the case of the Company constituting a new Sub-Fund, a new Offering Supplement and KIID(s), dedicated to the particulars of that Sub-Fund, will be issued.
A prospective investor will be provided by the Company with a copy of the relevant KIID free of charge before committing to invest. Both the Prospectus and the relevant Offering Supplement for the specific Sub-Fund are also available free of charge upon request from the Administrator, the Investment Manager or from the website www.dominion-funds.com. Any Offering Supplement should be read in conjunction with this Prospectus.
Interpretation
Definitions
The following words shall, unless the context otherwise requires or implies, have the meanings set opposite them when used in this Prospectus:
Accounting Period Unless otherwise determined by the Directors, a financial period of the Company commencing on the date of incorporation of the Company and ending on 31 December 2007, in respect of the first such period and, in respect of subsequent periods, commencing on 1 January of each year and ending on 31 December of the same year.
Accounting Currency Euro
Accumulation Shares An Investor Share in respect of which the net income is to be accumulated.
Administrator Louvre Fund Services Limited, or as otherwise stated in the relevant Offering Supplement in relation to a Sub-Fund.
Approved Counterparty Counterparties who:
a. are not the Investment Manager or the Custodian;
b. form part of a group whose head office or parent company is licensed, registered or based in Malta, or in any member of the OECD or the EEA; c. are subject to prudential supervision in accordance with provisions equivalent
to EU Directive 93/6/EEC or EU Directives 73/239/EEC and 79/267/EEC as amended; and
d. have a credit rating of at least A (Standards & Poor’s) or A2 (Moody’s) or such other rating acceptable to the MFSA.
In the case of an OTC FDI transaction, such counterparty must satisfy the Company that it has:
i. agreed to value the transaction at least weekly, and
ii. will close out the transaction at the request of the Investment Manager or the Company at fair value.
Approved Collateral Collateral provided by an Approved Counterparty in connection with an FDI which satisfies the requirements imposed by MFSA Rules and the Licence Conditions.
Approved Institution A credit institution that has its registered office in a Member State or, if the registered office of the credit institution is situated in a non-Member State, provided that it is subject to prudential rules considered by MFSA as equivalent to those laid down in EU law.
Approved Regulated Market A stock exchange or any other regulated market, which operates regularly, and is recognised and open to the public, has adequate liquidity and adequate arrangements in respect of the transmission of income and capital, and which has been approved by the MFSA. A list of the Approved Regulated Markets selected for the Company as of the date hereof appears in Appendix 3 of this Prospectus and, if any additional ones are selected in relation to a particular Sub-Fund, in the related Offering Supplement; updated lists are available by direct application to the Investment Manager.
Articles The Articles of Association of the Company.
Auditors The auditors for the time being of the Company.
Authorised Distributors The entities or individuals which may be appointed by the Company to distribute Investor Shares subject to the terms of an agreement with such persons in each case.
Base Currency The currency in which a Class of Shares is denominated; in respect of each Sub-Fund and the Classes of Investor Shares comprised therein, as stated in the related Offering Supplement.
Board The Board of Directors of the Company.
Interpretation
(Continued)
CIS Collective investment schemes.
Cleared Funds Subscription monies that have been credited to the client money account of the Company and relevant Sub Fund maintained by the Custodian and made available for withdrawal.
Closing Date The date on which the Initial Offering Period for a particular Class of Investor Shares ends. The Closing Date for each Class of Investor Shares will be set forth in the Offering Supplement for the related Sub-Fund.
Companies Act The Companies Act (Cap. 386, Laws of Malta).
Company Dominion Global Trends SICAV p.l.c.
Company Secretary The person occupying the post of company secretary of the Company from time to time.
Custodian Swissquote Financial Services (Malta) Limited
Dilution Levy An amount deducted by the Company from the amount that would otherwise be payable in respect of the redemption of an Investor Share
Dealing Day Any Business Day that is a Subscription Day and/or a Redemption Day.
Deposits Means deposits of cash held with an Approved Institution.
Directors The Directors of the Company.
Distribution Shares An Investor Share in respect of which net income is to be distributed.
EEA The European Economic Area. Unless otherwise specified, references to the
EEA and its member states shall encompass the EU and its member states.
EU The European Union.
Euro/€ The single currency of the EU.
FDI A financial derivative instrument (including an OTC FDI).
Founder Shares Shares with no nominal value have the rights provided for in the Memorandum and Articles.
GBP / £ / Pound Sterling The lawful currency of the United Kingdom.
Group Companies Companies which are included in the same group for the purposes of consolidated accounts as defined in EU Directive 83/349/EEC in accordance with recognised international accounting rules.
Guernsey The island of Guernsey and the islands of Alderney and Herm.
Initial Offering Period In relation to any particular Class of Investor Shares, the period specified in the related Offering Supplement during which such Investor Shares are offered at the Initial Offering Price.
Initial Offering Price The price at which Investor Shares will be offered during the Initial Offering Period. In relation to any particular Class of Investor Shares, see the related Offering Supplement for details.
Investment Management Agreement
Any agreement which may be entered into between the Investment Manager and the Company relating to the engagement and responsibilities of the Investment Manager.
Investment Management Fee The investment management fee which may be payable to the Investment Manager, if any, as specified in the Offering Supplement of any Sub-Fund.
Investment Manager Dominion Fund Management Limited.
Interpretation
(Continued)
ISA The Investment Services Act (Cap. 370, Laws of Malta).
Key Investor Information Document /KIID
The Key Investor Information Document containing salient information relating to a particular Sub-Fund or Class or Classes, as required by the UCITS Regulations.
Licence Conditions The conditions in the relevant licence issued by the MFSA to the Company and in respect of any Sub-Fund.
Malta The Republic of Malta.
Maltese UCITS A UCITS whose registered office and head office are situated in Malta, that is harmonised in accordance with the UCITS Directive and is licensed
in terms of the ISA.
Member State A member state of the European Union.
Memorandum and Articles The Memorandum of Association and the Articles of Association of the Company.
MFSA The Malta Financial Services Authority or any other successor competent authority
in terms of the ISA.
MFSA Rules Any guidelines, guides, or rules, issued by the MFSA, and any amendments there to from time to time in force, which may be applicable to the Company and the Sub-Funds.
Minimum Holding The minimum amount or minimum value of Investor Shares that must be held by any investor in a Sub-Fund. In relation to any particular Class of Investor Shares, see Appendix 1 and the related Offering Supplement for details.
Minimum Initial Investment The minimum amount or minimum value of Investor Shares for which an initial subscription may be made. In relation to any particular Class of Investor Shares, see Appendix 1 and the related Offering Supplement for details.
Money Market Instruments Instruments normally dealt in on the money market which are liquid, and whose value can be accurately determined at any time.
NAV Net Asset Value.
NAV per Share The NAV attributable to a Class of Investor Shares divided by the number of outstanding Investor Shares of that Class.
Offering The offering of Investor Shares for subscription as described in this Prospectus and any Offering Supplement.
Offering Period Subject to the terms of this Prospectus, the period during which Investor Shares will be made available at the Subscription Price. In relation to any particular Class of Investor Shares, see the related Offering Supplement for details.
Offering Supplement An offering document in relation to Investor Shares in a particular Sub-Fund of the Company, including all relevant appendices, amendments and exhibits thereto, if any, as the same may from time to time be consolidated. In the event of any incompatibility between the terms of an Offering Supplement and this Prospectus, the terms of the Offering Supplement shall, to the extent of such incompatibility, prevail with respect to the related Sub-Fund.
Officers In relation to the Company includes a director, manager or company secretary of the Company.
OTC FDI A financial derivative instrument which is dealt in an “over-the-counter” market.
Overlay Manager Edmond de Rothschild Asset Management (France).
Prospectus All constituent parts of this Prospectus, including all relevant appendices, amendments, addenda, supplements and exhibits thereto, as the same may, from time to time be consolidated, together with any Offering Supplement which may be issued by the Company.
Recently Issued Transferable Securities
Redemption Notice The form, a specimen of which is available from the Administrator, or from an Authorised Distributor, which has to be submitted to the Company by a Shareholder for the purposes of requesting a redemption of Investor Shares.
Redemption Price The price at which Investor Shares may be redeemed, in accordance with the provisions of this Prospectus. In relation to any particular Class of Investor Shares, see the related Offering Supplement for details.
Redemption Proceeds The Redemption Price multiplied by the number of Investor Shares being redeemed by the redeeming Shareholder, net of any applicable charges payable.
Reference Currency The Base Currency used for a Sub-Fund’s performance measurement and accounting purposes; it may differ from a Sub-Fund’s investment currency or from one or more of the Base Currencies of the Classes of Investor Shares comprised in that Sub-Fund.
Remitting Bank The bank or financial institution from which a Subscriber’s subscription monies are sent to the Company.
Settlement Date In respect of receipt of monies for payment of subscription monies, the date(s) specified in the relevant Offering Supplement for the Sub-Fund.
Shareholder(s) Any person(s) who is registered as holding Shares of the Company.
Shares Shares of no par value in the capital of the Company, which may be divided into different Classes, and which may include fractions of a whole share and includes the Founder Shares and the Investor Shares.
Sub-Fund The distinct Class or Classes of Investor Shares constituting that Sub-Fund to which are allocated assets and liabilities distinct from other assets and liabilities allocated to other Sub-Funds. A Sub-Fund may pursue investment objectives and adhere to investment policies different from those of the other Sub-Funds and may be made up of more than one Class of Investor Shares.
Subscriber A person who has completed a Subscription Application for Investor Shares in a Sub-Fund of the Company.
Subscription Application The form, a specimen of which is available from the Administrator or from an Authorised Distributor, which has to be submitted to the Company by a prospective investor for the purpose of applying and, if accepted, subscribing to Investor Shares.
Subscription Day In relation to a Class of Investor Shares, a Business Day on which Subscription Applications may be accepted. In relation to any particular Class of Investor Shares, see the related Offering Supplement for details.
Subscription Price The price at which Investor Shares may be purchased after the Closing Date, in accordance with the provisions of this Prospectus. In relation to any particular Class of Investor Shares, see the related Offering Supplement for details.
Transferable Securities Securities being:
a. shares in companies and other securities equivalent to shares in companies; b. bonds and other forms of securitised debt; and
c. other negotiable securities which carry the right to acquire any such Transferable Securities by subscription or exchange.
UCITS Undertakings for the collective investment in transferable securities which are harmonised in accordance with the UCITS Directive and which have:
a. as sole object the collective investment in transferable securities and/ or in other liquid financial assets of capital raised from the public and which operate on the principle of risk-spreading; and
b. units which, at the request of holders, may be repurchased or redeemed, directly or indirectly, out of those undertakings’ assets. Action taken by a UCITS to ensure that the stock exchange value of its units does not significantly vary from their net asset value shall be regarded as equivalent to such re-purchase or redemption.
UCITS Directive EU Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in Transferable Securities as amended.
UCITS Regulations The Investment Services Act (Marketing of UCITS) Regulations (S.L. 370.18, Laws of Malta).
Interpretation
(Continued)
U.S. Person 1. Pursuant to Regulation S promulgated under the Securities Act, “U.S. Person” means:
i. any natural person resident in the United States;
ii. any partnership or corporation organised or incorporated under the laws of the United States;
iii. any estate of which any executor or administrator is a U.S. Person; iv. any trust of which any trustee is a U.S. Person;
v. any agency or branch of a non-US entity located in the United States; vi. any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
vii. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; or
viii. any partnership or corporation if:
a. organised or incorporated under the laws of any non-US jurisdiction; and b. formed by a U.S. Person principally for the purpose of investing
in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
2. Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. Person”. 3. Notwithstanding (1) above, any estate of which any professional fiduciary acting
as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if: i. an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and ii. the estate is governed by non-US law.
4. Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.
5. Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.
6. Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a “U.S. Person” if:
i. the agency or branch operates for valid business reasons; and
ii. the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
Interpretation
(Continued)
U.S./United States United States of America.
USD/US$/US Dollars The lawful currency of the United States.
Valuation Point The point in time by reference to which the NAV and the NAV per Share of a Class is calculated as specified in the relevant Offering Supplement for the Sub-Fund, provided that a Valuation Point shall always be on a Business Day.
General
For the purposes of this Prospectus unless the context otherwise requires or implies: a. words importing the singular include the plural and vice versa;
b. words which are gender neutral or gender specific include each gender;
c. other parts of speech and grammatical forms of a word or phrase defined in the Prospectus has a corresponding meaning; d. an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other
body corporate and a government agency;
e. a reference to “includes” means to include without limitation;
f. a reference to a law, directive or regulation is a reference to that law, directive or regulation as amended, consolidated, replaced or recast;
Principal Features
The following should be read in conjunction with the full text of this Prospectus and is qualified in its entirety by and subject to the detailed information contained elsewhere in the Prospectus.
Company Structure
Dominion Global Trends SICAV p.l.c. is a collective investment
scheme established as a multi-fund investment company with variable share capital (SICAV) with limited liability registered as continuing under the laws of Malta and licensed by the MFSA under the ISA. The Company qualifies as a self managed ‘Maltese UCITS’ in terms of the UCITS Regulations. The Company is expected to consist of several Sub-Funds, each of which will be capitalised through the issue of one or more Classes of Investor Shares. The capital raised for each Sub-Fund will be invested in line with its investment objectives, subject to its investment policies and restrictions.
Segregated Assets
The Company is structured with segregated liability between its Sub-Funds pursuant to Maltese law and accordingly, the assets of one Sub-Fund will not generally be available to meet the liabilities of another.
Under Maltese law, the creditors of that Sub-Fund whose liabilities exceed its assets shall have no claim or right of action against the assets of the other Sub-Funds and of the Company and the legal status of each Sub-Fund as having segregated assets and liabilities from each of the other Sub-Funds should be respected in any proceedings under the Companies Act related to either the dissolution and consequential winding-up of the Company or its reconstruction. Furthermore such proceedings instituted under the Companies Act should apply in the same way to each Sub-Fund as though it were a distinct legal entity and with such modifications as are necessary in view of the fact that a Sub-Fund is not a company. Any such proceedings in relation to any one Sub-Fund should not have any effect on the assets of any other Sub-Fund or of the Company. The Directors will hold or cause to be held such separate accounts, records, statements and other documents as may be necessary to evidence the liabilities and assets of each Sub-Fund as distinct and separate from the assets and liabilities of all the other Sub-Funds. If classes of Investor Shares are issued in the same Sub-Fund, all assets and liabilities of each such class of Investor Shares would form part of the total assets and liabilities of the Sub-Fund of which such a class of Investor Shares forms part.
Notwithstanding the foregoing, the Company is a single legal entity which may operate or have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarily recognise such segregation and in such circumstances the assets of one Sub-Fund may be exposed to the liabilities of another. There is no guarantee that the courts of any jurisdiction outside Malta will respect the limitations on liability associated with segregated account companies.
Offer Documents
The Offer of Investor Shares in any Sub-Fund of the Company is governed by this Prospectus as the same may be amended and updated from time to time.
This Prospectus is accompanied by three Offering Supplements issued in connection with the offer of Investor Shares in the: Sub-Funds listed in Appendix 2 (collectively referred to as the
“Present Sub-Funds”).
The Company has also issued one or more KIIDs in respect of the Present Sub-Funds.
When Investor Shares in other Sub-Funds are issued in the future, this Prospectus will be accompanied by an Offering Supplement for each new Sub-Fund. The Company will also issue one or more KIIDs in respect of new Sub-Funds.
New Classes
The Company may issue new Classes of Investor Shares which may be constituted as segregated Sub-Funds or new Classes of Investor Shares within existing Sub-Funds, which may be designated in various currencies. The assets of the said Sub-Funds may be managed utilising different strategies or methodologies, or by investing in different markets.
Principal Features
(Continued)
Investment Objective, Policies and Restrictions
Details of the specific investment objective and policies for each Sub-Fund will be formulated by the Directors at the time of creation of the Sub-Fund and will be stated in the related Offering Supplement. There is no guarantee that any of the investment objectives will be met.
Investment Risks
Shareholders should be aware that the Sub-Funds in the Company are designed to achieve particular economic targets related to the strategies stated for the particular Sub-Fund and implemented by that Sub-Fund.
Such strategies may carry with them particular risks that are not typical of equity or bond funds. Subscribers are urged to review carefully the risk factors stated for the Sub-Funds in the relevant part of this Prospectus and any specific risk factors relative to any particular Sub-Fund which may be stated in the Offering Supplement for such Sub-Fund.
Management of the Company
Since the Company operates as a Self-Managed UCITS in terms of the MFSA Rules, the management of its business and activities will be carried out internally by the Company. The Company has however delegated various functions, including custody, administration, transfer agency and registrar services, and some aspects of the investment and risk management processes. The Board has in this regard engaged the Custodian, the Administrator and the Investment Manager. In respect of certain Sub-Funds with hedged currency Classes, the Board has also engaged the Overlay Manager.
The Investment Committee
The Board of Directors retains overall responsibility for the implementation of the investment objective of the Company in respect of each Sub-Fund, directing the investment management of its assets and in the management and monitoring of risk. In this regard, the Board will establish and receive support from the Investment Committee.
The Investment Committee shall meet at least quarterly and in any case as frequent or as necessary in the light of the Sub-Funds’ investment policies, with the majority of meetings physically held in Malta.
Under its terms of reference, the Investment Committee shall be responsible for the following matters:
i. to monitor and review the investment policy and performance of the Sub-Funds;
ii. to establish and review guidelines for investment by the Sub-Funds;
iii. to issue rules for stock selection and set the portfolio structure and asset allocation;
iv to make policy recommendations to the Board of Directors; v. to monitor the VAR approach to risk management adopted
by the Sub-Funds; and
vi. to report on risk management to the Board.
The Investment Committee shall report to the Board of Directors on the activities and the performance of the Sub-Funds.
The Investment Manager
For the purpose of a more efficient conduct of its business, the Company has appointed Dominion Fund Management Limited as its investment manager.
The Investment Manager is responsible for the day to day investment and risk management of the assets of the Sub-Funds in accordance with the investment objectives, strategies and restrictions set out in the applicable Offering Supplement and the rules and guidelines issued by the Investment Committee from time to time.
Overlay Manager
For the purpose of a more efficient conduct of its business, the Company has, in respect of certain Sub-Funds with hedged currency Classes, additionally engaged Edmond de Rothschild Asset Management (France) as the Overlay Manager to such Sub-Funds. The Offering Supplement of a Sub-Fund will specify whether the Overlay Manager has been appointed for that Sub-Fund, its role and other details relating to the Overlay Manager’s engagement.
Dividend Policy
Except where otherwise stated in the Offering Supplement of any particular Sub-Fund, it is not envisaged that any income or gains will be distributed by the Company to its Shareholders, and the Company will accumulate all income received from its investments, which income will be reflected in the NAV of the Investor Shares. Under the Memorandum and Articles, and where provided for under the relevant Offering Supplement, the Directors may declare dividends out of a Sub-Fund from the accumulated revenue (consisting of all revenue accrued including interest and dividends) less expenses provided that the amount of dividends so declared should be determined in conformity with any requirements imposed by the MFSA in terms of the ISA, MFSA Rules and the Licence Conditions.
Principal Features
(Continued)
The Offering
Subject only to the maximum number of Investor Shares specified in the Memorandum and Articles which are at the relevant time available for issue, not being exceeded, the Company may, at its sole discretion, accept Subscription Applications for Investor Shares at any time.
Investor Shares will be offered by means of Offering Supplements at the relevant Initial Offering Price during the Initial Offering Period, and thereafter, on each Subscription Day at the Subscription Price. Subscription monies and a fully completed Subscription Application and any accompanying documents have to reach the Company at the office of the Administrator no later than the time provided for in the Offering Supplement for the related Sub-Fund. The Directors may waive such notice period at their discretion.
The Company is entitled to close the Offering for Investor Shares in a Sub-Fund, or any Class of Investor Shares of a Sub-Fund at its sole discretion.
Pricing
The calculation of the NAV of each Class of Investor Shares in a Sub-Fund shall be effected by the Administrator at such intervals and as at such Valuation Points and in such manner as is stated in this Prospectus and the Offering Supplement relating to the particular Sub-Fund.
Information regarding the NAV per Share, Subscription Price and Redemption Price, as determined as at each Valuation Point, will ordinarily be made available at the office of the Administrator and in other public mediums as may apply to a particular Sub-Fund. See the relative Offering Supplement for details.
Minimum Holding in Sub-Funds
The Offering Supplement of each Sub-Fund will give details of the minimum number or value of Investor Shares that shall be held in each Sub-Fund. The Directors may waive the minimum holding at their discretion.
The Minimum Holding requirement applies at all times to all Shareholders, however no obligations shall arise upon a Shareholder should the NAV of a holding reduce to less than the Minimum Holding as a result of fluctuation of the underlying assets.
Minimum Initial Investment for Investor
Shares in the Sub-Funds
The Offering Supplement will give details of the Minimum Initial Investment for Investor Shares in any Sub-Fund, subject to the Minimum Holding limit described above. The Directors may waive the Minimum Initial Investment at their discretion.
Subscription Applications
Investor Shares may be acquired on any Subscription Day, as is described in this Prospectus.
Subscription Applications for Investor Shares may be submitted to the Company at the office of the Administrator, whether directly or through Authorised Distributors, in the prescribed form, a copy of which is available from the Administrator or from an Authorised Distributor. Subscription Applications can only be accepted if they are received by the Company at the office of the Administrator, within the deadlines stated in the related Offering Supplement. Further, the subscription amounts are to be received in Cleared Funds by not later than the relevant Settlement Date. See the part entitled “Purchase of Shares” under the Section entitled “Purchase, Exchange and Transfer of Investor Shares” for further details.
Redemption
Investor Shares may be redeemed on any Redemption Day, as is described in this Prospectus. See the Section entitled “Redemption of Shares” for further details.
A redemption request must be received by the Company at the office of the Administrator with such prior notice before the relevant Redemption Day as may be stated in the Offering Supplement for the related Sub-Fund. Redemption requests received after such date will be processed on the following Redemption Day, provided that the Directors may accept, at their sole discretion, a shorter notice.
Accounting Currency
Investment Objectives, Policies and Restrictions
Objectives and Policies
A detailed description of the investment objectives and policies of each Sub-Fund will be found in the relevant Offering Supplement.
Restrictions
Investment Restrictions
The investment restrictions applying to each Sub-Fund of the Company under the MFSA Rules and Licence Conditions are set out below. These are, however, subject to the qualifications and certain exemptions contained in the MFSA Rules and in the Licence Conditions. Any additional investment restrictions for particular Sub-Funds will be formulated by the Directors at the time of the creation of such Sub-Funds and will be stated in the relevant Offering Supplement.
The Directors may from time to time impose such further investment restrictions as shall be compatible with or in the interest of the Shareholders, including in order to comply with the laws and regulations of the countries where Shareholders are resident.
Part A – Permitted Investments
Subject to the limits for each type of permitted asset class as stated in Part B below, investments of a Sub-Fund shall be limited to: A1. Transferable Securities and Money Market Instruments which
are admitted to or dealt on an Approved Regulated Market; A2. Recently Issued Transferable Securities;
A3. Units of other CISs which qualify as UCITS and are so authorised in terms of the UCITS Directive, provided that no more than 10% of the assets of the UCITS whose acquisition is contemplated, can, according to their prospectus or instruments of incorporation, be invested in aggregate in units of other UCITS or other CIS.
A4. Units of other CIS not authorised in terms of the UCITS Directive that, other than the requirement that they be harmonised in accordance with the UCITS Directive, otherwise satisfy the definition of a UCITS and the following additional requirements:
i. such other CISs are authorised under laws which provide that CISs are subject to supervision considered by MFSA to be equivalent to that laid down in EU law, and that co-operation between authorities is sufficiently ensured; ii. the level of protection for unit-holders in such other CISs
is equivalent to that provided for unit-holders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending and uncovered sales of Transferable Securities and Money Market Instruments are equivalent to the requirements of the UCITS Directive;
iii. the business of the other CISs is reported in half yearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period;
iv. no more than 10% of the assets of the other CIS whose acquisition is contemplated, can, according to their prospectus or instruments of incorporation, be invested in aggregate in units of other UCITS or other CISs.
A5. Deposits with Approved Institutions, which are repayable on demand, or have the right to be withdrawn and maturing in no more than 12 months.
A6. FDIs, including equivalent cash-settled instruments dealt in on an Approved Regulated Market or dealt in over-the-counter (“OTC FDIs”) provided that:
i. the underlying assets consist of instruments covered by this Part A, financial indices, interest rates, foreign exchange rates or currencies, in which the Company may invest according to its investment objectives and stated in this Prospectus or relevant Offering Supplement;
ii. the counterparties to OTC FDI transactions are Approved Counterparties, and
iii. the OTC FDIs are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company’s initiative.
A7. Money Market Instruments not dealt on an Approved Regulated Market, if the issue or issuer of such instruments is itself regulated for the purpose of protecting investors and savings and they are:
i. issued or guaranteed by a central, regional or local authority or central bank of a Member State, the European Central Bank, the European Union or the European Investment Bank, a non-Member State or, in the case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong; or ii. issued by an undertaking any securities of which are
dealt on an Approved Regulated Market; or iii. issued or guaranteed by an establishment subject to
prudential supervision, in accordance with criteria defined by EU law, or by an establishment which is subject to and complies with prudential rules considered by the MFSA to be at least as stringent as those laid down by EU law; or iv. issued by other bodies falling within the categories which
the MFSA may from time to time prescribe, provided that investments in such instruments are subject to investor protection equivalent to that laid down in (i), (ii) or (iii) above and provided that the issuer:
− is a company whose capital and reserves amount to at least €10 million and which presents and publishes its annual accounts in accordance with EU Directive 78/660/EEC;
− is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group; or − is an entity which is dedicated to the financing of
securitisation vehicles which benefit from a banking liquidity line.
Investment Objectives, Policies and Restrictions
(Continued)
Part B – Investment Limits
When investing in any one or more of the Permitted Investments stated in Part A above, a Sub-Fund shall observe the following limits:
Transferable Securities and Money Market Instruments
B1. A Sub-Fund may not invest more than 10% of its assets in Transferable Securities and Money Market Instruments other than those referred to in paragraphs A1, A2 and A7. B2. A Sub-Fund may invest no more than 5% of its assets in
Transferable Securities or Money Market Instruments issued by the same body.
B3. The limit referred in paragraph B2 above may be increased to 10% provided that the total value of Transferable Securities and Money Market Instruments held in bodies in which the Sub-Fund invests more than 5%, is less than 40%. B4. The limit of 5% (in B2) may be raised to 25% in the case
of bonds that are issued by a credit institution which has its registered office in a Member State and is subject by law to special public supervision designed to protect bond-holders. Sums deriving from the issue of these bonds shall be invested, in conformity with the law, in assets which during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in the event of failure of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest. If a Sub-Fund invests more than 5% of its assets in these bonds issued by one issuer, the total value of those investments in each of which it holds more than 5% of its assets may not exceed 80% of the value of the assets of the Sub-Fund.
B5. The limit of 5% (in B2) may be raised to 35% if the Transferable Securities or Money Market Instruments are issued or guaranteed by:
i. a Member State or its local authorities; ii. by a non-Member State;
iii. public international body of which one or more Member States are members.
B6. The Transferable Securities and Money Market Instruments referred to in B4 and B5 shall not be taken into account for the purpose of applying the limit of 40% referred to in B3.
Deposits with Credit Institutions
B7. A Sub-Fund may not invest more than 20% of its assets in Deposits made with the same Approved Institution.
Transactions in FDIs
B8. The Company may, in respect of a Sub-Fund, enter into FDIs falling under A6 above for investment or for efficient portfolio management.
The risk exposure of a Sub-Fund to an Approved Counterparty in an OTC FDI may not exceed 5% of its assets. This limit is raised to 10% where the counterparty is an Approved Institution. The exposure per counterparty of an OTC FDI shall be measured on the basis of the maximum potential loss incurred by the Sub-Fund if the counterparty defaults.
The exposure to one counterparty in an OTC FDI may be reduced where the counterparty provides the Sub Fund with Approved Collateral. Furthermore, the Company may, in respect of a Sub-Fund, net the mark-to-market value of its OTC FDI positions with the same counterparty, thus reducing the Company’s exposure to its counterparty, provided that the Company has in respect of that Sub-Fund a contractual netting agreement with its counterparty which creates a single legal obligation such that, in the event of the counterparty’s failure to perform owing to default, bankruptcy, liquidation or any other similar circumstance, the Company would have a claim to receive or an obligation to pay only the net sum of the positive and negative mark-to-market values of included individual FDIs.
FDIs which are transacted on an Approved Regulated Market where the clearinghouse meets the following conditions shall be deemed to be free of counterparty risk:
i. is backed by an appropriate performance guarantee; ii. is characterised by a daily mark-to-market valuation
Investment Objectives, Policies and Restrictions
(Continued)
Overall Single Issuer Exposure
B9. Notwithstanding the limits laid down in paragraphs B2, B7 and B8 above a Sub-Fund may not combine
i. investments in Transferable Securities or Money Market Instruments issued by;
ii. deposits made with;
iii. counterparty risk exposures arising from OTC FDIs undertaken with; and
iv. other exposures arising from OTC FDIs relating to; a single body in excess of 20% of its assets.
B10. The limits referred to in B2, B3, B4, B5, B7, B8 and B9 above may not be combined, so that exposure to a single body shall not exceed 35% of the assets of a Sub-Fund. B11. Group Companies are regarded as a single issuer for the
purposes of B2, B3, B4, B5, B7, B8, B9 and B10. However, a limit of 20% of the assets of a Sub-Fund may be applied to investment in Transferable Securities and Money Market Instruments within the same group.
B12. Notwithstanding the limits stated above, a Sub-Fund may, applying the principle of risk spreading, invest up to 100% of its assets in different Transferable Securities and Money Market Instruments issued or guaranteed by: i. any Member State or its local authorities; ii. non-Member States; or
iii. public international bodies of which one or more Member States are members,
provided that:
i. The Company is satisfied that Shareholders have protection equivalent to that of shareholders in a CIS complying with the other limits laid down in this Prospectus;
ii. the Company holds, in respect of a Sub-Fund, securities from at least six different issues; and
iii. the securities from any one issue shall not exceed 30% of the assets of the Sub-Fund.
Where a Sub-Fund proposes to invest in Transferable Securities and/ or Money Market Instruments within the limits set in this paragraph, the Offering Supplement in respect of this Sub-Fund shall:
− state the names of the States, local authorities or public international bodies issuing or guaranteeing securities in which it intends to invest more than 35% of its assets; and
− include a prominent statement drawing attention to such authorization and indicating the States, local authorities and/ or public international bodies in the securities of which it intends to invest or has invested more than 35 per cent of its assets.
Investment in Collective Investment Schemes (CIS)
B13. A Sub-Fund may not invest more than 20% of its assets in any one CIS referred to in paragraphs A3 and A4 above. When a Sub-Fund has acquired CISs referred to in this paragraph B13, the assets of these CISs do not have to be combined for the purposes of the limits laid down in paragraphs B2 to B11.
B14. Investment in CISs referred to in paragraph A4 shall not, in aggregate, exceed 30% of the assets of a Sub-Fund. B15. When a Sub-Fund invests in the units of other CISs that are managed, directly or by delegation, by the Investment Manager or by any other company with which the Investment Manager is linked by common management or control, or by a substantial direct or indirect holding, such entities may not charge subscription, conversion or redemption fees on account of the Sub-Fund’s investment in the shares of such other CISs.
B16. Where a commission (including a rebated commission) is received by the Investment Manager or an Investment Advisor by virtue of an investment in the shares of another CIS, this commission must be paid into the property of the Sub-Fund.
Where a Sub-Fund invests a substantial proportion of its assets in other CISs, the Offering Supplement relating to that Sub-Fund shall disclose the maximum level of the management fees that may be charged both to the Sub-Fund and to the other CISs in which it intends to invest.
Investments to Track an Index
B17. Notwithstanding the limits stated above, a Sub-Fund may invest up to 20% of its assets in shares and/or debt securities issued by the same body where the investment policy of a Sub-Fund is to replicate an index. When the investment objective of a Sub-Fund is to replicate an index this will be stated in the related Offering Supplement. The index is subject to MFSA approval and will be recognised by the MFSA on the basis of the criteria
set out below:
− its composition is sufficiently diversified; − the index represents an adequate benchmark
for the market to which it refers; and − it is published in an appropriate manner. B18. The limit in paragraph B17 above may be raised to 35%,
Investment Objectives, Policies and Restrictions
(Continued)
General Provisions
B19. The Company, or the Investment Manager acting in connection with all of the CISs it manages, may not acquire any shares carrying voting rights which would enable it to exercise significant influence over the management of an issuing body.
B20. A Sub-Fund may acquire no more than: B20.1 10% of the non-voting shares of any
single issuing body;
B20.2 10% of the debt securities of any single issuing body;
B20.3 25% of the units of any single CIS; B20.4 10% of the Money Market Instruments
of any single issuing body.
The limits laid down in B20.2, B20.3 and B20.4 above may be disregarded at the time of acquisition, if at that time, the gross amount of the debt securities or of the Money Market Instruments, or the net amount of the securities in issue cannot be calculated.
B21. Paragraphs B19 and B20 shall not be applicable to: B21.1. Transferable Securities and Money Market
Instruments issued or guaranteed by a Member State or its local authorities; B21.2. Transferable Securities and Money Market
Instruments issued or guaranteed by a non-Member State;
B21.3. Transferable Securities and Money Market Instruments issued by public international bodies of which one or more Member States are members;
B21.4. Shares held by a Sub-Fund in the capital of a company incorporated in a non-Member State which invests its assets mainly in the securities of issuing bodies having their registered offices in that non-Member State, where under the legislation of that non-Member State such a holding represents the only way in which the Sub-Fund can invest in the securities of issuing bodies of that non-Member State. This waiver is applicable only if in its investment policies, the company from the non-Member State complies with the limits laid down in B2 to B10, B13 to B16, B19 and B20 and provided that where these limits are exceeded paragraphs B22 and B23 below are observed;
B21.5 Shares held by a Sub-Fund in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of shares at shareholders’ request exclusively on their behalf.
B22. A Sub-Fund need not comply with the investment restrictions herein when exercising subscription rights attaching to Transferable Securities or Money Market Instruments which form part of their assets.
B23. The MFSA Rules permit recently authorised Sub-Funds of the Company may derogate from the provisions of paragraphs B2 to B15, B17 and B18 for six months following the date of their launch, provided each Sub-Fund observes the principle of risk spreading.
B24. A Sub-Fund may not carry out uncovered sales of: B24.1. Transferable Securities;
B24.2. Money Market Instruments; B24.3. Shares of CIS; or
B24.4. FDIs.
Financial Derivative Instruments (FDIs)
B25. Position exposure to the underlyings of FDIs when combined, where relevant, with positions resulting from direct investments, may not exceed the investment limits included in paragraphs B2 to B11.
B26. The requirements of paragraph B25, shall not apply in the case of index based FDIs provided the underlying index is one which meets with the criteria set out in paragraph B17.
Efficient Portfolio Management
B27. The Company on behalf of a Sub-Fund may employ techniques and instruments relating to Transferable Securities, Money Market Instruments and/or FDIs for efficient portfolio management purposes. Provided that such transactions shall fulfil the following criteria:
B27.1 they are economically appropriate in that they are realised in a cost-effective way; B27.2 they are entered into for one or more of
the following specific aims: – reduction of risk; or – reduction of cost; or
Investment Objectives, Policies and Restrictions
(Continued)
Borrowing and Lending Powers
B28. The Company may only borrow, for the account of a Sub-Fund, up to 10% of the value of assets of that Sub-Fund provided that such borrowing is on a temporary basis and that the Company’s overall risk exposure shall not exceed 210% of its NAV under any circumstances. The assets of such Sub-Fund may be charged as security for any such borrowings.
The Company may acquire foreign currency by means of a back to back loan agreement(s). Foreign currency obtained in this manner is not classified as borrowing for the purposes of the 10% limit mentioned above, provided that the offsetting deposit: (a) is denominated in the Base Currency of the Sub-Fund; and (b) equals or exceeds the value of the foreign currency loan outstanding.
The Company may not borrow for investment purposes. Without prejudice to the powers of the Company to invest in Transferable Securities, the Company may not lend cash, or act as guarantor on behalf of third parties.
Any special borrowing restrictions relating to a Sub-Fund will be formulated by the Directors at the time of the creation of a Sub-Fund. There are no special borrowing restrictions currently in operation.
Leverage
B29. A Sub-Fund’s global exposure relating to FDIs shall not exceed the NAV of that Sub-Fund. The exposure is calculated taking into account:
− the current value of the underlying asset; − the counterparty risk;
− future market movements; and − the time available to liquidate positions.
The Company shall use the Commitment Approach or a Value at Risk (“VaR”) model in order to measure the global exposure
and leverage of any Sub-Fund arising out of its FDI positions as set out in the Offering Supplement relating to a Sub-Fund.
Breaches of Investment Restriction
If the limits laid down above are exceeded for reasons beyond the control of the Investment Manager or the Company, or as a result of subscription rights, the Investment Manager or the Company shall take such steps as are necessary to ensure a restoration of compliance, in respect of that Sub-Fund, with such restriction(s) as soon as possible, taking due account of the interests of its Shareholders, but in any event (unless otherwise authorised by the MFSA), within a period of six (6) months from the date when such excess was discovered.
Alterations to the Investment Objectives,
Policies and Restrictions
Any changes to the investment objective of any Sub-Fund shall require the consent in writing of the holders of a simple majority of the issued Investor Shares of the relevant Sub-Fund, or the sanction of an ordinary resolution passed at a separate general meeting of the holders of the Investor Shares of such Sub-Fund in terms of the Memorandum and Articles.
The change in the investment objectives should only become effective after all pending redemptions linked to the change in the investment objective have been satisfied. Any applicable redemption fee shall be waived accordingly.
The Directors may however, at their sole discretion, alter the investment policies and restrictions as may be applicable to the Company or to a Sub-Fund, provided that:
− any material alterations to the investment policies and restrictions (other than those required by law or MFSA Rules) as may apply to the Company as a whole shall be notified to all the Shareholders of the Company; or
− any material alterations to the investment policies and restrictions (other than those required by law or MFSA Rules) as may apply to a Sub-Fund shall be notified to the Shareholders holding Investor Shares in the particular Sub-Fund;
in each case within a period of at least thirty (30) Business Days prior to when the alterations are to come into force.
The Investment Manager
The Company has appointed Dominion Fund Management Limited as the investment manager to the Company and its
Sub-Funds pursuant to an Investment Management Agreement between the Company and the Investment Manager dated 20 August 2010, as amended.
The Investment Manager is a company incorporated in Guernsey with limited liability under The Companies (Guernsey) Laws, 1994, as amended, on 6 December 2004 and its ultimate holding company is Dominion Global Trends Holding Limited, a company incorporated in Guernsey. Dominion Fund Management Limited holds a licence under the Protection of Investors (Bailiwick of Guernsey) Law 1987, as amended, issued by the Guernsey Financial Service Commission to carry out controlled investment business in Guernsey.
The Directors of the Investment Manager are:
Richard Rogers
Mr Richard Rogers has spent his entire career in financial services specializing in offshore and cross border distribution since 1987. Following an early career in the UK with Lloyds Life and Skandia Life, Mr Rogers was recruited by MIM Britannia (later acquired by and rebranded INVESCO) in Hong Kong. He joined Eagle Star Asia in 1993 as the director responsible for the development and distribution of the Company’s offshore insurance and investment products and services in the Asia region and was a member of the investment committee. Mr Rogers became Sales Director of Skandia International businesses from 1998 until his retirement in 2011. Mr Richard Rogers currently serves as Head of Strategic Relationships with the Investment Manager.
Timothy A. Nelson
Mr Nelson is Chief Executive Officer of the Dominion Group of companies and a Director of the Manager. Mr Nelson was appointed a Director of the Dominion Group of companies in 2004 and holds a number of directorships within the Group. Mr Nelson previously held senior positions with the Abbey National Group where he was Sales Director for both Scottish Mutual International and Scottish Provident International. Mr Nelson is an Associate Member of the Chartered Insurance Institute.
James I. P. Greco
Mr Greco was appointed as a Director of the Manager and of the Dominion Group of companies in 2004 and holds a number of directorships within the Group. Mr Greco previously held a number of senior positions with Clerical Medical Investment Group Limited, J Rothschild International Assurance, Scottish Amicable International Life and National Provident Institution. Mr Greco holds a B.A. (Hons) from Portsmouth University.
In terms of the Investment Management Agreement, the Investment Manager is responsible for the day to day investment and risk management of the assets of the Sub-Funds in accordance with the investment objectives, strategies and restrictions set out in the applicable Offering Supplement and the rules and guidelines issued by the Investment Committee from time to time.
The Investment Manager may, in terms of the Investment Management Agreement and subject to applicable MFSA Rules, delegate certain of its other functions, powers, discretions, privileges and duties including the day to day investment management of the assets of the Company and the Sub-Funds. In such cases and in terms of the Investment Management Agreement, the Investment Manager will remain liable thereunder for any act or omission of its delegate as if the act or omission were its own.
The Investment Management Agreement may be terminated (generally or in relation to specific Sub-Funds) at any time by either party upon not less than 6 months prior written notice or forthwith in case of material breach of obligations or liquidation of a party. The Investment Management Agreement also provides that the investment Manager shall not be liable to the Company for any loss arising in connection with the subject matter of the Investment Management Agreement, howsoever any such loss may have occurred unless: (i) such loss arose because of the Investment Manager acting in bad faith; or (ii) the Investment Manager’s conduct constituted actual fraud, wilful default, gross negligence, or material breach of its obligations under the Investment Management Agreement.
The Investment Management Agreement is regulated by the laws of Malta and subject to the jurisdiction of the Bailiwick of Guernsey in respect of any arbitration.
The fees payable to the Investment Manager are set out in the Section entitled “Fees, Compensation and Expenses” below and in the Investment Management Agreement.
Investment Advisor
The Investment Manager has engaged Dominion Asset Management Limited (the “Investment Advisor”) to provide
investment advisory services in relation to its activities as Investment Manager of the Company and its Sub-Funds as well as to support it with risk management.
The Investment Advisor is Authorised and Regulated by the Financial Conduct Authority in the UK (Reference. No. 582924) and forms part of the Dominion Group.
The Investment Advisor was engaged by means of a Services Agreement dated 10 December 2012 (the “Services Agreement”)
to provide the Investment Manager with investment advice, support, research and execution only services in relation to the Sub-Funds. The Investment Advisor may also provide the Investment Manager with other services agreed from time to time. Under the Services Agreement the Investment Manager and the Investment Advisor have indemnified each other for all liability incurred by a party under this agreement except where this is incurred as a result of that party’s fraud negligence or wilful default. The Services Agreement may be terminated by 30 days notice or, in extraordinary circumstances, with immediate effect.
The Investment Advisor was also engaged by means of a Risk Management Agreement dated 10 December 2012 (the “Risk Management Agreement”) to support, advise and assist the
